8-K
filed June 28, 2024, 7:59 PM ET
CIK 0000098338
M&A
confidence high
sentiment neutral
materiality 0.95
TSR INC: M&A transaction — TSR completes going-private merger at $13.40/share; 89.7% tendered
TSR INC
- Tender offer expired with 1,946,960 shares (89.74%) validly tendered and accepted.
- Second-step merger completed June 28, 2024; TSR becomes wholly owned subsidiary of Vienna Parent.
- Remaining shares converted to right to receive $13.40/share; delisting from Nasdaq and deregistration initiated.
- Directors Fitzgerald, Eriksen, Tirpak departed; Justin Christian became sole director and President.
- 2020 equity plan and credit agreement terminated upon merger consummation.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Timothy Eriksen departed as director at TSR INC.
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As of the Effective Time, Robert Fitzgerald, Timothy Eriksen and Bradley Tirpak each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert Fitzgerald departed as director at TSR INC.
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As of the Effective Time, Robert Fitzgerald, Timothy Eriksen and Bradley Tirpak each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Justin Christian was appointed as President at TSR INC.
- Action
- became President
- Role
- President
Exact text from the filing
The sole officer of Merger Sub immediately prior to the Effective Time was Justin Christian as President.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Bradley Tirpak departed as director at TSR INC.
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As of the Effective Time, Robert Fitzgerald, Timothy Eriksen and Bradley Tirpak each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Justin Christian was appointed as director at TSR INC.
- Action
- became director
- Role
- director
Exact text from the filing
The sole director of Merger Sub immediately prior to the Effective Time was Justin Christian.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TSR INC underwent a change of control involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).
- Action
- change of control
- Counterparty
- Vienna Parent Corporation and Vienna Acquisition Corporation
- Consideration
- $13.40 per share
- Closing
- 2024-06-28
Exact text from the filing
commenced a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “ Shares ”), at a price of $13.40 per share (the “ Offer Price ”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TSR INC completed a disposition involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).
- Action
- disposition
- Counterparty
- Vienna Parent Corporation and Vienna Acquisition Corporation
- Consideration
- $13.40 per share
- Closing
- 2024-06-28
Exact text from the filing
commenced a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “ Shares ”), at a price of $13.40 per share (the “ Offer Price ”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in
View on SEC.gov
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